SENIOR NOTES

In August 2012, we issued $1.0 billion of 4.75% senior notes which are due in August 2017, with interest payable semiannually. We intend to use the net proceeds from this offering for general corporate purposes including, but not limited to, acquisitions.

In connection with the issuance of the 4.75% senior notes, we entered into a registration rights agreement that requires us to file a registration statement with the SEC for an exchange offer with respect to the 4.75% senior notes and the subsidiary guaranty. If the registration statement has not been declared effective by the SEC within 365 days from the original issuance of the senior notes or ceases to remain effective, we will be required to pay the 4.75% senior note holders a maximum amount of $0.50 per week of additional interest per $1,000 of principal during the time the registration statement is not effective, for a period of up to one year.

Senior notes consist of the following (in thousands):



	September 30, 2012		December 31, 2011
4.75% Senior Notes (due August 2017)	$	1,000,000
6.75% Senior Notes (due June 2018)	500,000		$	500,000
	$	1,500,000	$	500,000

Debt issuance costs related to the senior notes of $18.0 million at September 30, 2012 and $7.0 million at December 31, 2011, which are included in other assets on the consolidated balance sheets, are being amortized to interest expense over the expected term of the senior notes.

The senior notes are guaranteed solely by AmeriCredit Financial Services, Inc. our principal operating subsidiary and none of our other subsidiaries are guarantors of the notes. The senior notes may be redeemed, at our option, in whole or in part, at any time before maturity at the make whole redemption prices as set forth in the indentures that govern the senior notes. See Note 14 - "Guarantor Consolidating Financial Statements" for further discussion.